1. FUNCTIONAL SPECIFICATIONS

1. For purposes of clarity, the below list briefly describes the functionalities of Avixo CMS & EMR, of which the Customer is entitled to use, at no additional cost, for the duration of the Subscription Period, unless otherwise stated:
   1. Patient information management (Database management)
   2. Patient electronic medical record compilation, storage, and transfer
   3. Document imaging management
   4. Prescription & drug inventory management
   5. Billing and consultation management
   6. Queue management
   7. Treatment management
   8. Clinic statistical analysis
2. Any further functions and upgrades that are considered premium services will be separately chargeable (including and not limited to third party solution integration, specific client customisations etc) if the user chooses to utilise such upgrades. Access to these functions will be given based on the paid subscription amount agreed between Company and Customer.
3. The Customer may access Avixo CMS & EMR through a browser-based interface. Upon registration at our site, the Customer will be given a unique login and password to set up their clinic’s records and Account.
4. It is the Customer’s sole responsibility to ensure that the password is kept confidential. The Customer must notify Company immediately if it becomes aware of any unauthorized use of the Account or password.
5. The Customer agrees that the Account will be used by the Customer only and will not be shared or transferred to others.
6. The Company reserves the right to modify these Terms and/or the Service at any time and such changes will be effective when posted on the Site. The Customer’s continued accessing Avixo CMS & EMR after the changes become effective indicates the Customer’s agreement to the change. Company strongly advises Customers to review the Site and/or Terms on a regular basis.

2. IMPLEMENTATION & DELIVERY SCHEDULE

The full implementation and delivery of Avixo CMS & EMR will be based on the completion of the following:

1. The Company will allow the Customer to create individual Login ID(s) and Password(s) for the Avixo CMS & EMR User Account(s) holders, for immediate access and use upon access to their Avixo CMS & EMR Account.
2. The Company will provide user documentation for the use of Avixo CMS & EMR for future referencing by the Customer.
3. The Company and the Customer shall report to each other at meetings held at regular and reasonable intervals as to the progress being made by each of them in relation to the various events set forth in the Implementation Schedule, as well as the delays encountered, and the action being taken to recover from such delays. In connection therewith the Customer and Company shall each designate one trained and competent person to act as its liaison contact, with one alternate if desired. No liaison person shall be changed without the prior written consent of the other party.

3. TRAINING & SUPPORT

1. The Company will host a minimum 2 (two) full comprehensive online training sessions with the Customer on how to use Avixo CMS & EMR and its functionalities.
2. The Customer may designate any number of personnel to attend such training. The session at which training is to be provided shall be scheduled at a time mutually agreed upon by Company and the Customer. The Customer shall ensure that all persons designated for training are available at the time scheduled for the training session.
3. The Company shall make available any user documentation for the benefit of the Customer’s personnel, and will be delivered to the Customer at the commencement of training, if requested. The Company shall respond promptly to all requests for support services made by the Customer through their helpdesk via email and/or mobile chat, in accordance with the standards of skill and care reasonably expected from a provider in the market.
4. If in the case of intermittent and ad hoc issues relating to Avixo CMS & EMR functionality such as system bugs, the Company’s IT support will attempt to resolve the situation remotely and in as timely a manner as possible.
5. Avixo CMS & EMR operates on secure and reliable cloud servers, which should result in your account having 24/7 availability and near 100% system uptime, assuming the Customer has access to a functionally working mobile device/pc/tablet, with a stable and strong internet connection, and an updated internet browser. As a safety precaution, the Company will maintain a backup copy of all data in the Customer’s account on a daily basis for a trailing 30 days. Restore points will be made at the end of each day at 12.30 AM MYS/SG time, for the stated period. If there is a need for a restoration of data within the trailing 30 days, the Company will issue an official email stating confirmation by the Client to restore their system data as of their requested date. Please note that access/usability issues that arise from weak internet connections, inadequate hardware or computing power / RAM will not be the responsibility of the Company to help resolve.

4. SUBSCRIPTION FEES

1. All subscription fees must be paid in advance prior to the start of the one-year subscription period. Subscription fees will be billed on a yearly basis with a standard 24 months subscription contract. Additional charges, if any, shall be paid simultaneously with the subscription fees.
2. In the event of non-payment of subscription fees and/or additional charges for an extended period of 30 days, the Company reserves the right to terminate or temporarily suspend the Customer’s access to the service until payment is made.

5. TERMINATION

1. In the event that the Customer chooses to terminate the rental license of Avixo CMS & EMR before the end of the 24 months contract, there will be no refund of payments made. The agreement term is considered binding and the Customer is obligated to pay out the remaining fees up till the end date of the contract, or, a termination fee of a maximum 6 (six) months of the Customer’s subscriptions cost whichever is lower.
2. If Avixo CMS & EMR has been deemed comprehensively unusable for needs of achieving the core clinic operations by the Customer, the Customer has the right to terminate this software license agreement within 14 Business Days after acceptance (defined by the system usage “first date” or,
   1. accept the usage of Avixo CMS & EMR at its then level of performance, or;
   2. permit acceptance testing of Avixo CMS & EMR to be continued for such period as the Customer may designate in the notice. During such periods of time, Company shall, at no cost to the customer, correct the Licensed Software, following which Avixo CMS & EMR shall again be subjected to the applicable acceptance tests or any portion thereof not previously completed. For purposes of clarity, this acceptance test will not incur any cost to the Customer.
3. If acceptance testing cannot be completed successfully within a reasonable period, then the Customer may again choose to avail itself of (i) and (ii) of this clause.
4. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement. For the avoidance of doubt, a material breach includes if a party is dissolved; ceases to conduct its business; is or becomes insolvent or is declared insolvent; or an order is made for the winding up of the party or the party passes a resolution for its winding up. Upon termination, the Customer shall pay to the Company any charges in respect of the use of Avixo CMS & EMR up to the date of the termination and the Company must refund to the Customer any charges paid by the Customer to the Company in respect of the Avixo CMS & EMR that were to be provided to the Customer after the date of termination, without prejudice to the parties’ other legal rights.
5. In the event of Termination or end of Contract, a data pack will be returned to the Customer for their safekeeping and future use. Such data will be automatically deleted and removed from the Servers of the Company within 14 days of account termination. The date and time period of the data removal will be defined and clearly stated in an official email, which will be written to the Customer to maintain clarity and formality. It will be the responsibility of the Customer to decipher and make use of the data pack without the help of the Company.

6. SOFTWARE RENTAL & INTELLECTUAL PROPERTY

1. The Company hereby grants a non-exclusive and non-transferable rental to Customer for the use of Avixo CMS & EMR for the Subscription Period stated herein.
2. This subscription authorizes the Customer to use Avixo CMS & EMR for purposes of the Customer’s business operations and for its own internal utilization, but not:
   1. to use Avixo CMS & EMR’ object code and source code format to process its own data externally or any replacement thereof;
   2. to copy the Avixo CMS & EMR and User Documentation in support of the use of the Software as authorized under this Agreement;
   3. to modify or alter the Avixo CMS & EMR and to merge it into other systems or software as necessary to maximize the use of the rental Software and to adjust for changing business conditions, and
   4. to use, copy, modify and enhance the Avixo CMS & EMR using the System Documentation.
3. The Customer agrees that it may not use the Avixo CMS & EMR to perform service bureau or timeshare functions, and that the Customer may not sub-rent the rental Software to any other external party.
4. Avixo CMS & EMR is the intellectual property of the Company and the Company reserves the right to cease software access & usage upon termination of the subscription service stated herein.

7. PROPRIETARY TRADE SECRET INFORMATION

1. The Customer acknowledges and agrees to protect the confidentiality nature of the Avixo CMS & EMR and any other materials provided to the Customer or obtained by the Customer as a result of this Agreement.
2. The Customer acknowledges that the Avixo CMS & EMR is the exclusive property of the Company and that they contain proprietary and confidential information and trade secrets of Company. The Customer agrees that its rights to use the Avixo CMS & EMR is only as set out in this Agreement.
3. In event that the Customer breaches any of the foregoing provisions, the Customer agrees to indemnify and hold the Company harmless from all costs, losses or damages suffered or incurred by either party resulting from such a breach.
4. The obligations of the Customer under this section shall survive termination or expiration of this Agreement.

8. PDPA/PRIVACY POLICY & PATIENT INFORMATION

1. The Company:
   1. is committed to protecting the privacy of individuals who provide personal information within Avixo CMS & EMR User Accounts. The Company is bound by the Malaysia Personal Data Protection Act (2010) (the “Act” or “PDPA”) & Singapore Personal Data Protection Act 2012 respectively within the Customer’s country; including any rules, regulations, guidelines, by-laws, order and any amendments thereof) that governs the processing of personal data including how the Company collects, uses and/or discloses any personal data.
   2. will keep the any information disclosed by or on behalf of the Customer to the Company during the Subscription Period whether in writing, orally or otherwise that at the time of disclosure was marked or described as “confidential” or should have been reasonably understood by the Company to be confidential (“Customer’s Confidential Information”) strictly confidential;
   3. will not use or divulge any Customer’s Confidential Information, and if need be, request written approval from the Customer for any data affiliated to patients and/or members of staff and/or treatment records, pricing, income and etc before it is shared to an external parties or being processed outside of operation needs.
   4. will not use any of the Customer’s Confidential Information for any purpose other than it is necessary for the performance of the obligations of the Company under this Agreement; and will take all reasonable steps and measures to protect the Customer’s Confidential Information and minimize the risk of disclosure as the Company uses to protect the Company’s own confidential information of a similar nature shall indemnify and hold the Customer indemnified against any claims, liabilities, action, damages, expenses and costs as a result of a third party claim that the services provided by the Company under this Agreement infringes upon any third party copyright, trademark or patent (“IP Claim”).

   This provision shall continue in force following the termination or expiration of this Agreement.

2. Any information to be entered into, gathered and stored by, generated by or through Avixo CMS & EMR User Account holders is rightfully owned and controlled by the Customer and its relevant Clinic and/or business operation and shall not be used for other purposes relating directly to the Company’s existing business marketing operations.
3. The Company, however, will have the ability to extract data in a fully anonymized format to the extent reasonably required for the performance of the Company’s obligations under this Agreement.
4. For Clarification purposes, all data pertaining to patient records, treatment records and clinic information that is affiliated to the Customer remains in full ownership by the Customer.

9. PATIENT DATA MIGRATION AND EXTRACTION

1. If there is a need to extract patient data from the Customer’s Avixo CMS & EMR User Account(s), the Company will return, in CSV format, all information entered into the system in an orderly and organized manner so long as the Customer alerts the company of such a need in a timely fashion.
2. Mis-entry of personal information in the wrong fields, or wrongly inputted information is not the responsibility of the Company and is the sole responsibility of the Customer to enter, maintain and store patient information to the best of their ability.

10. OTHER TERMS AND CONDITIONS

1. Neither party shall be liable to the other party in respect of any losses arising out of a force majeure event caused by act of God or any event, or a series of related events, that is outside the reasonable control of the party affected including failure of internet or any public telecommunications network.
2. New features and requirements required by the Customer to submit reports and or exchanging of data with any statutory boards relating to medical or healthcare will be included by the Company at no additional cost.
3. Suggestions for improvements and upgrades to Avixo CMS & EMR will be taken into consideration and improved upon as long as changes made are beneficial to the entire community of Avixo Users.
4. External hardware and operating system faults are not part of the maintenance agreement. Should the Customer engage the Company for issues on hardware, there will be a charge per service.